General Terms & Conditions - First-Tree B.V.

1. Applicability, definitions

These General Terms & Conditions are applicable to any Offer made and any Contract concluded by First-Tree B.V. (a private limited company incorporated under Dutch law with registered office in The Hague), hereinafter referred to as “First-Tree”. Any deviation from these Terms & Conditions shall not be valid unless expressly agreed by First-Tree B.V.in writing.

A “Contract” is understood to mean: any contract of sale and purchase concluded – via the Website or otherwise – by and between First-Tree B.V.and a Contracting Party.

Any buyer of First-Tree’s products shall hereinafter be referred to as a “Contracting Party“.

An “Offer” is understood to mean: any offer for the delivery of Products made by First-Tree B.V., whether or not in written form.

Each of First-Tree B.V.and a Contracting Party may hereinafter individually be referred to as a “Party” or jointly as the “Parties”.

“Price” is understood to mean: the agreed price for a Contract.

“Products” is understood to mean: any product supplied by First-Tree B.V.under any Trademark according to a Contract.

“Trademark” is understood to mean: any trademark registered by First-Tree B.V., including but not limited to the tradename GOOD FOR GREENS®.

The “Website” is understood to mean: www.First-Tree.eu.

Any inapplicability of a provision of these General Terms & Conditions, or any part thereof, will not affect the applicability of the remaining provisions.

In the event of any discrepancy or conflict between the content of these General Terms & Conditions and any translation thereof, the English language version will expressly have precedence.

These General Terms & Conditions are also applicable to any repeat or partial orders ensuing from a Contract.

2. Offers, prices

Unless expressly stated otherwise, all Offers are made without obligation on the part of First-Tree.

In the case of a composite Contract, First-Tree B.V.shall not be obliged to deliver part of the Products at a corresponding proportion of the Price.

If an Offer is based on information provided by a Contracting Party, and this information proves to be incorrect or incomplete or changes after it has been provided, First-Tree B.V.is entitled to adjust the prices and/or delivery period specified in the Offer.

The prices and other conditions specified in an Offer do not automatically apply to any repeat orders.

First-Tree B.V.shall be entitled to increase the Price if in the period between concluding and fulfilling the Contract First-Tree B.V.incurs additional expenses as a result of changes in legislation or regulations, government measures, currency exchange rate fluctuations or changes in the prices charged by suppliers or for the necessary raw materials or consumables.

If a Price is increased within three (3) months after concluding a Contract, a Consumer may terminate said Contract by giving written notice. Unless the Consumer notifies First-Tree B.V.within fourteen (14) days after receiving notification of such a Price increase that he wishes to invoke his right to terminate the Contract, First-Tree B.V.may assume that the Consumer has agreed to the price increase.

First-Tree B.V.reserves the right to refuse orders without giving any reason.

3. Contracts

Upon acceptance of an Offer – including any amendments thereto – by a Contracting Party, a Contract shall come into effect , provided however that any such amendments shall be agreed by First-Tree B.V.in writing.

If a Contracting Party has placed an order for which First-Tree B.V.has made no prior Offer or a verbal agreement is made between Parties, a Contract shall come into effect as soon as First-Tree B.V.has sent a written confirmation to the Contracting Part Unless stated otherwise on the Website, an order placed on the Website shall not become a Contract unless First-Tree B.V.has confirmed receipt of that order in writing by means of an automated message or otherwise to the Contracting Party placing the order.

4. Delivery, delivery dates

Any agreed delivery date shall not be construed as a strict deadline. If First-Tree B.V.is unable to fulfil its obligations, or unable to fulfil them in good time, the Contracting Party shall give notice of default and offer First-Tree B.V.a reasonable period for remediation.

Any agreed delivery period in principle starts from the moment a Contract becomes effective as stipulated in Article 3, provided that First-Tree B.V.has received all the required information and the Contracting Party has fulfilled all payment obligations as stipulated in Article 5. Until all of these requirements are met, the delivery period will be extended and deliveries may be delayed.

First-Tree B.V.shall be entitled to deliver a Contract in part and invoice each partial delivery separately.

Any risk associated with the Products to be delivered passes to the Contracting Party at the moment that the Products leave the First-Tree B.V.premises, the First-Tree B.V.warehouse or First-Tree B.V.has notified the Contracting Party that the goods can be collected.

Despatch or transport of the Products is for the expense and risk of the Contracting Party; the method of delivery will be determined by First-Tree. First-Tree B.V.is not liable for any damage, regardless of its nature, that is associated with the despatch or transport of Products.

If – for any reason within the responsibility of the Contracting Party – the ordered Products cannot be delivered in the agreed manner or are not collected, First-Tree B.V.may store the Products at the risk and expense of the Contracting Party for a maximum period of fourteen (14) days.

If, after said period, the Contracting Party has not fulfilled its obligation to purchase the Products, it will be in default. First-Tree B.V.may then terminate the Contract in whole or in part with immediate effect, without the intervention of any court, by giving written notice of default whereupon First-Tree B.V.may sell the Products to a third party. First-Tree B.V.shall have no obligation whatsoever to compensate the Contracting Party in default for loss, expenses and/or interest. This applies without prejudice to the obligation of the Contracting Party in default to compensate First-Tree B.V.for any storage or other expenses, damage and loss of profits and/or without prejudice to First-Tree’s right to demand performance.

5. Payment

First-Tree B.V.may at all times request prepayment of all or part of the amounts due with respect to a Contract, or some other form of security.

Unless agreed otherwise in writing between the Parties, payment shall be effected within fourteen (14) days from the invoice date.

Any overdue payments will be subject to interest, at a rate of 2% per month, calculated cumulatively over the principal amount due. Any part of a month shall be equivalent to a full month.

If an overdue payment is not settled within fifteen (15) days following a written reminder, First-Tree B.V.may charge extrajudicial collection costs based on fifteen percent (15%) of the value of the invoice, increased with the accumulated interest as stipulated in paragraphs 8.3 or 8.4, with a minimum charge of forty euro (€ 40).

If any overdue payment has not been fully settled despite any reminders sent to that effect, First-Tree B.V.may terminate the Contract by giving written notice to the Contracting Party, or may suspend its obligations under the Contract until such time the payment has been made or proper security has been furnished. If First-Tree B.V.has reasonable doubts regarding the creditworthiness of a Contracting Party, First-Tree B.V.may also exercise such right of suspension prior to any default of such Party.

Except where a payment is annotated in writing to relate to a more recent invoice, all payments received by First-Tree B.V.will in first instance be set off against any outstanding interest and collection costs and the remainder will be set off against the oldest as yet unpaid invoices.

The Contracting Party shall in no event have the right to set off First-Tree’s claims against any counter-claim it may have vis-à-vis First-Tree B.V., including any application for a moratorium on payments (whether or not temporary) or bankruptcy of the Contracting Party.

6. Product composition, Contracting Party obligations

The Contracting Party shall ensure that all information required by First-Tree B.V.for the execution of the Contract shall be correct and complete and shall be provided to First-Tree B.V.in good time.

Any failure by the Contracting Party to fulfil the obligations stipulated in paragraph 6.1., will give cause to First-Tree B.V.to suspend execution of the Contract until the obligations have been fulfilled. Any consequential expenses resulting from such suspension shall be born solely by the Contracting Party.

Any failure by the Contracting Party to fulfil any obligation herein for which First-Tree B.V.does not require immediate performance, will in no way prejudice First-Tree’s right to require performance at a later time.

7. Contracting Party is not a representative/agent

Unless expressly agreed otherwise, a Contracting Party is in no way a representative or agent of First-Tree B.V.and has no authority to undertake a commitment on behalf of First-Tree B.V.and will not take any action that might suggest any such function or authority towards any third parties.

In the event of any violation of the provisions of paragraph 1 of this Article, the Contracting Party shall immediately forfeit a penalty of two thousand five hundred euro (€ 2.500) per violation and in addition a penalty of four hundred fifty euro (€ 450) for each day that the violation continues. This is without prejudice to First-Tree’s right to claim full compensation if the damage or loss incurred exceeds the amount of the penalty.

8. Complaints

The Contracting Party shall inspect the delivered Products immediately after receipt against the appropriate delivery documents and shall make note of any visible faults, defects, damage and/or discrepancies in quantities. Unless any defects noted during this inspection, including any missing delivery documents, shall be filed to First-Tree B.V.in writing within two (2) working days, the Products shall be considered to have been received in good order and to satisfy the Contract requirements.

The Contracting Party shall file any other complaints to First-Tree B.V.in writing immediately after they are discovered, but no later than the agreed or applicable shelf-life expiry date. The Contracting Party shall bear all risks and consequences of the failure to report complaints immediately.

Unless a complaint is reported on time, the Contracting Party cannot invoke any agreed warranty.

If Products are exclusively held in stock by First-Tree B.V.in wholesale packs or can be ordered in minimum quantities only, minor discrepancies may occur between individual samples of the Products in terms of weight, volume, etc. Such discrepancies are considered acceptable in the sector and do not constitute any shortcoming on the side of First-Tree B.V.and do not provide grounds on which to invoke any warranty.

The filing of a complaint shall not suspend the Contracting Party’s payment obligations.

The Contracting Party shall enable First-Tree B.V.to investigate any filed complaint and shall provide all relevant information for this purpose. Any return of Products related thereto shall be at the expense of the Contracting Party, unless the investigation shows that the complaint is justified. The Contracting Party shall at all times bear the transport risk.

Products shall be returned in the manner prescribed by First-Tree B.V.and in the original packaging or reusable containers.

Any complaints about the following items shall not be admissible:

defects or imperfections in samples approved by the Contracting Party;

defects or imperfections in Products that, after receipt by the Contracting Party, have been modified in any way, or have been partially or completely processed;

defects or imperfections in Products resulting from the failure to comply with the storage recommendations given by First-Tree.

9. Warranty

First-Tree B.V.shall deliver the Products in an appropriate way, free from defects and in accordance with any customary standards. The First-Tree B.V.warranty shall be limited to what has been expressly agreed.

During the shelf-life, First-Tree B.V.warrants the customary quality and reliability of the delivered Products.

Unless First-Tree B.V.has proprietary information with regard to the raw materials required to produce the Products, First-Tree B.V.shall use such information as provided by the manufacturer or supplier. Any warranty provided by the manufacturer or supplier for the raw materials, which are required by First-Tree B.V.shall apply without restriction to the Products. First-Tree B.V.will notify the acting Party in that respect.

For any purpose other than the customary purpose of the Products, the First-Tree B.V.warranty shall be limited to what has been confirmed to the Contracting Party in writing.

No warranty shall apply for any delivered Products in the following events:

any inadequate storage or use thereof, including any use for other purposes than the intended purpose or any storage or use that is incompatible with any advice, directions, information, instructions, , issued by or on behalf of First-Tree;

any erroneous or incomplete information related thereto provided to First-Tree B.V.by or on behalf of the Contracting Party;

any deviation by the Contracting Party from a First-Tree B.V.recommendation and/or customary practice therefor;

any modifications made or ordered to be made thereto, without the prior written consent of First-Tree.

The warranty cannot be invoked until the Contracting Party has settled all payments for the Products.

If a Contracting Party invokes the warranty on justified grounds, First-Tree B.V.will – at its sole discretion – replace the Products free of charge, refund the Price or offer a discount on the Price. In the event of any further damage or loss, the provisions of Article 10 (Liability) will apply.

10. Liability

Except for the warranties referred to in Article 9 and/or wilful misconduct and gross negligence by First-Tree B.V., the Contracting Party shall not hold First-Tree B.V.liable in any way.

If First-Tree B.V.is liable, the liability is limited to direct losses and any liability for consequential losses or damages, such as trading losses, loss of profits, financial losses, and losses due to any delays and/or personal injuries is expressly excluded.

The Contracting Party shall take all necessary precautions to prevent or limit such losses or damages.

If First-Tree B.V.is liable, any compensation shall be limited to the maximum amount of the invoice value of the delivered Products, or the maximum amount that is disbursed by First-Tree’s insurer for the case in question if any.

The liability period is six (6) months from the moment the Contracting Party becomes aware or could have become aware of any damages or losses suffered as a result of any defective Products.

In any of the events referred to in paragraph 9.5, the Contracting Party shall be liable for any consequential damage or loss and will hold First-Tree B.V.harmless against any claims.

The Contracting Party will hold First-Tree B.V.harmless against any claims for loss or damage in connection with the execution of the Contract, where the cause can be attributed to the Contracting Party.

11. Retention of Title

Title to all Products delivered pursuant to the Contract shall be held by First-Tree B.V.until the Contracting Party has fulfilled all payment obligations referred to in Article 5.

Subject to the condition stipulated in paragraph 1, First-Tree’s right of retention shall apply to any and all delivered Products which are present in the inventory of the Contracting Party.

Any existing right of retention shall prohibit the Contracting Party to pledge the Products, assign them by way of security or otherwise use them as security.

The Contracting Party shall store the Products in its possession appropriately and shall facilitate the identification thereof as property of First-Tree.

The Contracting Party will provide insurance coverage for any Products that are subject to First-Tree’s right of retention. First-Tree B.V.will be allowed, at its first request, to inspect the insurance policy and associated proof of payment for premiums.

Upon any violation of this Article by the Contracting Party, First-Tree B.V.shall have the right to enter the premises of the Contracting Party and repossess the Products. This is without prejudice to First-Tree’s right to claim compensation for any damage or loss of profit and interest incurred or its right to terminate the Contract by giving written notice.

12. Intellectual property rights

First-Tree B.V.holds all intellectual property rights that relate to the Products, including the Trademarks. The exercise of these rights is expressly and exclusively reserved to First-Tree.

13. Bankruptcy, lack of power of disposition, etc.

First-Tree B.V.may terminate the Contract by giving written notice in the event that the Contracting Party:

files a petition in bankruptcy, reorganization or similar proceedings ;

applies for a moratorium on payments (whether or not temporary);

discontinues its business;

has an administrator or receiver appointed;

otherwise loses the power of disposition or legal capacity in regard to all or any part of its assets.

The Contracting Party shall at all times inform the administrator or receiver about the Contract, its substance and these General Terms & Conditions.

14. Force majeure

If either Party fails to perform one or more of its contractual duties caused by an impediment beyond its reasonable control, such Party may suspend the performance of its contractual duties for a reasonable period of time or terminate the Contract by giving written notice to the other Party. In that case the suspending or terminating Party shall not be liable for any form of compensation.

A Party may successfully invoke this Clause in case of the occurrence of one or more of the following impediments:: war, rioting, mobilisation, civil disorder, government measures, strikes or the threat of same or similar circumstances, disruption of the exchange rate, operational disruption as a result of fire, sabotage, failure of power supplies, telephone or internet connections or activities of cyber criminals, natural phenomena, disasters (natural or otherwise) etc., as well as weather conditions, roadblocks, accidents, measures and so forth that hinder import and export, transport difficulties and delivery problems.

15. Cancellation, suspension

In the event a Contracting Party terminates the Contract prior to or during the performance thereof, First-Tree B.V.may claim compensation for all losses and expenses incurred, including loss of profit, resulting from the termination.

First-Tree B.V.may set off the compensation against all payments received from and any counter-claims made by the Contracting Party.

If one or more deliveries are suspended at the request of the Contracting Party, payment for all deliveries thus far carried out becomes due immediately and First-Tree B.V.may invoice the Contracting Party accordingly. This also applies to any expenses incurred resulting from the suspension.

The expenses incurred by First-Tree B.V.for the resumption of deliveries (one or more) shall be at the expense of the Contracting Party. If the performance of the Contract cannot be resumed after the suspension, First-Tree B.V.may terminate the Contract by giving written notice to the Contracting Party.

16. Applicable law, arbitration

Unless otherwise agreed, any questions relating to a Contract concluded between the Parties shall be governed in the following order:

by the principles of law generally recognized in international trade as applicable to international trademark licensing contracts,

by the relevant trade usages, and

by the Unidroit Principles of International Commercial Contracts

2. In the event of any dispute arising out of or in connection with a Contract, the Parties agree to submit the matter to settlement proceedings under the ICC ADR Rules. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a request for ADR or within such other period as the Parties may agree in writing, such dispute shall be finally settled in accordance with Article 16.3 hereunder.

3. All disputes arising out of or in connection with a Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.